AgriFORCE Growing Systems (AGRI) 10-Q 13 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40578
Entity Registrant Name	AGRIFORCE GROWING SYSTEMS LTD.
Entity Central Index Key	0001826397
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	800 – 525 West 8th Avenue
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V5Z 1C6
City Area Code	(604)
Local Phone Number	757-0952
Title of 12(b) Security	Common Shares
Trading Symbol	AGRI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		92,343,334

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)		Jun. 30, 2024	Dec. 31, 2023
Current
Cash		$ 2,937,496	$ 3,878,578
Accounts receivable		8,479
Other receivable		25,207	30,859
Prepaid expenses and other current assets		297,609	272,872
Inventories		4,621	38,857
Total current assets		3,273,412	4,221,166
Non-current
Property and equipment, net		3,574	11,801
Intangible asset, net		11,981,175	12,733,885
Lease deposit		78,893	63,708
Construction in progress		111,425	113,566
Investment		216,263	223,801
Total assets		15,664,742	17,367,927
Current
Accounts payable and accrued liabilities		1,716,274	1,942,011
Debentures		925,882	4,084,643
Contract liabilities			15,336
Total current liabilities		2,642,156	6,041,990
Non-current
Lease deposit		24,819	25,684
Derivative liabilities		1,630,940	2,690,308
Long term loan		43,837	45,365
Total liabilities		4,341,752	8,803,347
Commitments and contingencies
Shareholders’ equity
Common shares, no par value per share - unlimited shares authorized; 84,333,892 and 5,841,045 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	[1]	61,085,023	49,828,942
Additional paid-in-capital		2,953,883	3,472,444
Obligation to issue shares		86,432	97,094
Accumulated deficit		(52,067,103)	(44,507,304)
Accumulated other comprehensive loss		(735,245)	(326,596)
Total shareholders’ equity		11,322,990	8,564,580
Total liabilities and shareholders’ equity		$ 15,664,742	$ 17,367,927
[1]reflects the 1:50 reverse stock split

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, no par value	$ 0	$ 0
Common stock, shares authorized	Unlimited	Unlimited
Common stock, shares issued	84,333,892	5,841,045
Common stock, shares outstanding	84,333,892	5,841,045

Condensed Consolidated Statemen

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)		3 Months Ended		6 Months Ended
		Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
REVENUE		$ 41,315		$ 41,315
COST OF SALES		33,731		33,731
Gross profit		7,584		7,584
OPERATING EXPENSES
Wages and salaries		330,616	798,926	719,220	1,714,460
Consulting		83,281	675,905	186,196	885,020
Professional fees		159,337	460,984	329,729	748,350
Office and administrative		285,056	293,768	580,258	629,529
Investor and public relations		17,366	121,947	42,646	389,865
Depreciation and amortization		162,941	171,839	329,939	340,599
Share based compensation		38,782	205,157	64,122	486,648
Sales and marketing		50,598	61,748	75,826	162,326
Lease expense		14,406	73,194	58,576	149,274
Travel and entertainment		3,475	28,481	8,158	101,125
Shareholder and regulatory		29,485	8,422	85,449	78,817
Research and development		509	13,235	4,094	49,358
Operating expenses		1,175,852	2,913,606	2,484,213	5,735,371
Operating loss		(1,168,268)	(2,913,606)	(2,476,629)	(5,735,371)
OTHER EXPENSES
Accretion of interest on debentures (Note 8)		838,876	2,107,808	2,203,081	3,980,278
Loss on conversion of convertible debt (Note 8)		1,119,750	13,902	1,392,482	433,605
Loss on debt extinguishment (Note 8)		1,887,936		2,298,369
Change in fair value of derivative liabilities (Note 11)		(716,695)	(2,458,993)	(692,926)	(5,833,025)
Foreign exchange gain		(32,121)	(33,409)	(86,752)	(26,789)
Other loss				4,252
Write-off of inventory				38,470
Write-off of deposit (Note 3)					12,000
Other income		(33,915)	(15,942)	(73,806)	(54,415)
Net loss		(4,232,099)	(2,526,972)	(7,559,799)	(4,247,025)
Other comprehensive income (loss)
Foreign currency translation		(128,744)	196,119	(408,649)	311,005
Comprehensive loss attributable to common shareholders		$ (4,360,843)	$ (2,330,853)	$ (7,968,448)	$ (3,936,020)
Basic net loss attributed to common share		$ (0.09)	$ (5.06)	$ (0.32)	$ (8.72)
Diluted net loss attributed to common share		$ (0.09)	$ (5.06)	$ (0.32)	$ (8.72)
Weighted average number of common shares outstanding - basic	[1]	45,875,887	499,461	23,415,625	487,085
Weighted average number of common shares outstanding - diluted	[1]	45,875,887	499,461	23,415,625	487,085
[1]reflects the 1:50 reverse stock split

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical)	Oct. 11, 2023
Equity [Abstract]
Reverse stock split	1:50 reverse stock split

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) - USD ($)		Common Stock [Member]	Additional Paid-in Capital [Member]	Obligation To Issue Shares [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2022		$ 27,142,762	$ 16,816,695		$ (32,774,094)	$ (642,710)	$ 10,542,653
Balance, shares at Dec. 31, 2022	[1]	315,916
Shares issued for conversion of convertible debt		$ 1,743,701					1,743,701
Shares issued for conversion of convertible debt, shares	[1]	50,327
Shares issued for compensation		$ 105,512		97,837			203,349
Shares issued for compensation, shares	[1]	3,118
Shares issued for consulting services		$ 53,735					53,735
Shares issued for consulting services, shares	[1]	550
Shares issued on conversion of vested prefunded warrants		$ 3,535,878	(3,535,878)
Shares issued on conversion of vested prefunded warrants, shares	[1]	42,949
Share based compensation			283,299				283,299
Net loss					(4,247,025)		(4,247,025)
Foreign currency translation						311,005	311,005
Shares issued for cash, net of issuance costs		$ 299,599					299,599
Shares issued for cash, net of issuance costs, shares	[1]	21,475
Shares issued in private placement		$ 204,880					204,880
Shares issued in private placement, shares	[1]	20,000
Cancelled prefunded warrants			(2,085,960)				(2,085,960)
Balance at Jun. 30, 2023		$ 33,086,067	11,478,156	97,837	(37,021,119)	(331,705)	7,309,236
Balance, shares at Jun. 30, 2023	[1]	454,335
Balance at Dec. 31, 2022		$ 27,142,762	16,816,695		(32,774,094)	(642,710)	$ 10,542,653
Balance, shares at Dec. 31, 2022	[1]	315,916
Shares issued for cash, net of issuance costs, shares							141,175
Balance at Dec. 31, 2023		$ 49,828,942	3,472,444	97,094	(44,507,304)	(326,596)	$ 8,564,580
Balance, shares at Dec. 31, 2023	[1]	5,841,045
Balance at Mar. 31, 2023		$ 31,283,690	11,947,606		(34,494,147)	(527,824)	8,209,325
Balance, shares at Mar. 31, 2023	[1]	366,291
Shares issued for conversion of convertible debt		$ 695,128					695,128
Shares issued for conversion of convertible debt, shares	[1]	36,111
Shares issued for compensation				97,837			97,837
Shares issued for compensation, shares	[1]
Shares issued for consulting services		$ 26,000					26,000
Shares issued for consulting services, shares	[1]	250
Shares issued on conversion of vested prefunded warrants		$ 576,770	(576,770)
Shares issued on conversion of vested prefunded warrants, shares	[1]	10,208
Share based compensation			107,320				107,320
Net loss					(2,526,972)		(2,526,972)
Foreign currency translation						196,119	196,119
Shares issued for cash, net of issuance costs		$ 299,599					299,599
Shares issued for cash, net of issuance costs, shares	[1]	21,475
Shares issued in private placement		$ 204,880					204,880
Shares issued in private placement, shares	[1]	20,000
Balance at Jun. 30, 2023		$ 33,086,067	11,478,156	97,837	(37,021,119)	(331,705)	7,309,236
Balance, shares at Jun. 30, 2023	[1]	454,335
Balance at Dec. 31, 2023		$ 49,828,942	3,472,444	97,094	(44,507,304)	(326,596)	8,564,580
Balance, shares at Dec. 31, 2023	[1]	5,841,045
Shares issued for conversion of convertible debt		$ 10,624,607					10,624,607
Shares issued for conversion of convertible debt, shares	[1]	77,999,099
Shares issued for compensation		$ 73,421		(10,662)			62,759
Shares issued for compensation, shares	[1]	345,013
Shares issued for consulting services		$ 27,624					27,624
Shares issued for consulting services, shares	[1]	142,310
Shares issued on conversion of vested prefunded warrants		$ 530,429	(530,429)
Shares issued on conversion of vested prefunded warrants, shares	[1]	6,425
Share based compensation			11,868				11,868
Net loss					(7,559,799)		(7,559,799)
Foreign currency translation						(408,649)	(408,649)
Balance at Jun. 30, 2024		$ 61,085,023	2,953,883	86,432	(52,067,103)	(735,245)	11,322,990
Balance, shares at Jun. 30, 2024	[1]	84,333,892
Balance at Mar. 31, 2024		$ 53,880,259	3,456,475	44,214	(47,835,004)	(606,501)	8,939,443
Balance, shares at Mar. 31, 2024	[1]	22,573,938
Shares issued for conversion of convertible debt		$ 6,651,170					6,651,170
Shares issued for conversion of convertible debt, shares	[1]	61,505,497
Shares issued for compensation		$ 20,541		42,218			62,759
Shares issued for compensation, shares	[1]	232,368
Shares issued for consulting services		$ 2,624					2,624
Shares issued for consulting services, shares	[1]	15,664
Shares issued on conversion of vested prefunded warrants		$ 530,429	(530,429)
Shares issued on conversion of vested prefunded warrants, shares	[1]	6,425
Share based compensation			27,837				27,837
Net loss					(4,232,099)		(4,232,099)
Foreign currency translation						(128,744)	(128,744)
Balance at Jun. 30, 2024		$ 61,085,023	$ 2,953,883	$ 86,432	$ (52,067,103)	$ (735,245)	$ 11,322,990
Balance, shares at Jun. 30, 2024	[1]	84,333,892
[1]reflects the 1:50 reverse stock split

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Changes in Shareholders' Equity (Unaudited) (Parenthetical)	Oct. 11, 2023
Statement of Stockholders' Equity [Abstract]
Reverse stock split	1:50 reverse stock split

Condensed Consolidated Interim

Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (7,559,799)	$ (4,247,025)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	329,939	340,599
Share based compensation	11,868	283,299
Shares issued for consulting services	27,624	53,735
Shares issued for compensation	62,759	105,512
Amortization of debt issuance costs	2,149,678	3,808,460
Change in fair value of derivative liabilities	(692,926)	(5,833,025)
Loss on debt conversion	1,392,482	433,605
Loss on debt extinguishment	2,298,369
Loss on disposal of fixed assets	4,252
Write-off of deposit		12,000
Obligation to issue shares		97,837
Changes in operating assets and liabilities:
Accounts receivable	(8,479)
Other receivables	5,652	(12,857)
Prepaid expenses and other current assets	(24,737)	388,318
Inventories	34,236
Advance		(225,000)
Accounts payable and accrued liabilities	(225,737)	446,943
Lease deposit asset	(18,382)
Contract liabilities	(15,336)
Right-of-use asset		57,428
Lease liabilities		(49,825)
Net cash used in operating activities	(2,228,537)	(4,339,996)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from common shares issued for cash		565,741
Share issuance costs paid		(16,142)
Proceeds from debentures – net of discount	2,250,000	4,615,385
Repayment of convertible debentures	(802,282)	(1,741,950)
Financing costs of debentures	(84,463)	(325,962)
Net cash provided by financing activities	1,363,255	3,097,072
Effect of exchange rate changes on cash and cash equivalent	(75,800)	(21,056)
Change in cash	(941,082)	(1,263,980)
Cash, beginning of period	3,878,578	2,269,320
Cash, end of period	2,937,496	1,005,340
Supplemental cash flow information:
Cash paid during the period for interest	53,403	171,818
Supplemental disclosure of non-cash investing and financing transactions
Initial fair value of debenture warrants (“Fifth Tranche Warrants”)	564,000
Initial fair value of conversion feature of debentures (“Fifth Tranche Debentures”)	359,000
Initial fair value of debenture warrants (“Sixth Tranche Warrants”)	242,000
Initial fair value of conversion feature of debentures (“Six Tranche Debentures”)	198,000
Initial fair value of debenture warrants (“Seventh Tranche Warrants”)	369,000
Initial fair value of conversion feature of debentures (“Seventh Tranche Debentures”)	297,000
Shares issued for conversion of convertible debt	10,624,607	1,743,701
Reclassified accrued construction in progress fees		$ 39,875

NATURE OF OPERATIONS AND BASIS

NATURE OF OPERATIONS AND BASIS OF PREPARATION	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS AND BASIS OF PREPARATION	1. NATURE OF OPERATIONS AND BASIS OF PREPARATION Business Overview AgriFORCE Growing Systems Ltd. (“AgriFORCE™” or the “Company”) was incorporated as a private company by Articles of Incorporation issued pursuant to the provisions of the Business Corporations Act (British Columbia) th The Company is an innovative agriculture-focused technology company that delivers reliable, financially robust solutions for high value crops through our proprietary facility design and automation Intellectual Property to businesses and enterprises globally through our AgriFORCE™ Solutions division (“Solutions”) and delivers nutritious food products through our AgriFORCE™ Brands division (“Brands”). During 2023, the Company launched its UN(THINK) Awakened Flour™ flour, which is a nutritious flour that provides many health advantages over traditional flour. Solutions intends to operate in the plant based pharmaceutical, nutraceutical, and other high value crop markets using its unique proprietary facility design and hydroponics based automated growing system that enable cultivators to effectively grow crops in a controlled environment (“FORCEGH+™”). The Company has designed FORCEGH+™ facilities to produce in virtually any environmental condition and to optimize crop yields to as near their full genetic potential possible whilst substantially eliminating the need for the use of pesticides and/or irradiation. The Company also has a global license to sell and distribute hydroxyl devices. During 2023, the Company completed sales and deliveries of its hydroxyl devices. Brands is focused on the development and commercialization of plant-based ingredients and products that deliver healthier and more nutritious solutions. We will market and commercialize both branded consumer product offerings and ingredient supply. Basis of Presentation The accompanying Unaudited Condensed Consolidated Interim Financial Statements and related financial information of AgriFORCE Growing Systems Ltd. should be read in conjunction with the audited financial statements and the related notes thereto for the years ended December 31, 2023 and 2022 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 1, 2024. These unaudited interim financial statements have been prepared in accordance with the rules and regulations of the United States Securities and SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete financial statements. In the opinion of management, the accompanying interim financial statements contain all adjustments which are necessary to state fairly the Company’s financial position as of June 30, 2024 and December 31, 2023, and the results of its operations and cash flows during the six months ended June 30, 2024 and 2023. Such adjustments are of a normal and recurring nature. The results for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full fiscal year ending December 31, 2024, or for any future period. Liquidity and Management’s Plan The Company has incurred substantial operating losses since its inception and expects to continue to incur significant operating losses for the foreseeable future. As reflected in the interim financial statements for the six months ended June 30, 2024, the Company had a net loss of $ 7.6 2.2 0.6 On June 24, 2024, the Company received a Staff Listing Determination Letter from Nasdaq pursuant to which the Staff has determined that as of June 21, 2024, the Company’s common shares had a per share closing bid price of $ 0.10 0.10 1. On or before August 1, 2024, the Company shall obtain Board of Directors approval for a reverse stock split, which was received as of that date; 2. On or before September 30, 2024, the Company shall obtain shareholders approval for a reverse stock split at a ratio that satisfies the minimum requirement in the Bid Price Rule; 3. On or before October 9, 2024, the Company shall effect a reverse stock split and, thereafter, maintain a $ 1 4. On or before October 22, 2024, the Company shall have demonstrated compliance with the Bid Price Rule, by evidencing a closing bid price of $ 1 The accompanying interim financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The interim financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. The Company is at the development stage of its business plan. As such it is likely that additional financing will be needed by the Company to fund its operations and to develop and commercialize its technology. These factors raise substantial doubt about the Company’s ability to continue as a going concern. For the next twelve months from issuance of these interim financial statements, the Company will seek to obtain additional capital through the sale of debt or equity financings or other arrangements to fund operations; however, there can be no assurance that the Company will be able to raise needed capital under acceptable terms, if at all. The sale of additional equity may dilute existing shareholders and newly issued shares may contain senior rights and preferences compared to our currently outstanding common shares. If the Company is unable to obtain such additional financing, future operations would need to be scaled back or discontinued. Due to the uncertainty in the Company’s ability to raise capital, management believes that there is substantial doubt in the Company’s ability to continue as a going concern for twelve months from the issuance of these interim financial statements. Reverse Stock Split On October 11, 2023, the Company executed a one-for-fifty reverse stock split of the Company’s common shares (the “Reverse Split”). As a result of the Reverse Split, every 50 shares of the Company’s old common shares were converted into one share of the Company’s new common shares. Fractional shares resulting from the reverse split were rounded up to the nearest whole number. The Reverse Split automatically and proportionately adjusted all issued and outstanding shares of the Company’s common shares, as well as convertible debentures, convertible features, prefunded warrants, stock options and warrants outstanding at the time of the date of the Reverse Split. The exercise price on outstanding equity based-grants was proportionately increased, while the number of shares available under the Company’s equity-based plans was proportionately reduced. Share and per share data (except par value) for the periods presented reflect the effects of the Reverse Split. References to numbers of common shares and per share data in the accompanying financial statements and notes thereto for periods ended prior to October 11, 2023 have been adjusted to reflect the Reverse Split on a retroactive basis.

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	2. SIGNIFICANT ACCOUNTING POLICIES Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In November 2023, FASB issued ASU 2023-07, “Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures.” ASU 2023-07 provides guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023. We are currently assessing the impact this guidance will have on our financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires companies to provide enhanced rate reconciliation disclosures, including disclosure of specific categories and additional information for reconciling items. The standard also requires companies to disaggregate income taxes paid by federal, state and foreign taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently assessing the impact this guidance will have on our financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures. Inventories Inventories consist of finished goods of milled flour and related packaging material recorded at the lower of cost or net realizable value with the cost measured using the average cost method. Inventories includes all costs that relate to bringing the inventory to its present condition and location under normal operating conditions. Revenue Recognition Product revenue was limited to sales from hydroxyl generators and will expand to include sales of our UN(THINK) Foods products in 2024. We recognize product revenue when we satisfy performance obligations by transferring control of the promised products or services to customers. Product revenue is recognized at a point in time when control of the promised good or service is transferred to the customer, which is at the point of shipment or delivery of the goods. Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which provides that if three criteria are met, the Company is required to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which; (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract; (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur; and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.”. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability. Foreign Currency Transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into USD for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within non-operating expenses. Definite Lived Intangible Asset Definite lived intangible asset consists of a granted patent. Amortization is computed using the straight-line method over the estimated useful life of the asset. The estimated useful life of the granted patent is 20 Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited. Loss per Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. The number of common shares used in the loss per shares calculation includes all outstanding common shares plus all common shares issuable for which there are no conditions to issue other than time. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year. Fair Value Accounting The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relatively short maturities of these items. As part of the issuance of debentures on June 30, 2022, January 17, 2023, October 18, 2023, November 30, 2023, February 21, 2024, April 11, 2024 and May 22, 2024 as well as the private placement on June 20, 2023, the Company issued warrants having strike price denominated in USD. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value at the end of each reporting period. On the same basis, the Series A Warrants and the representative warrants issued as part of the IPO are also classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants is determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation. Reclassifications The Company has reclassified certain share base payment expenses from Wages and salaries Share based compensation

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	6 Months Ended
	Jun. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	3. PREPAID EXPENSES AND OTHER CURRENT ASSETS SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2024 December 31, 2023 Legal retainer 31,547 8,039 Prepaid expenses 136,157 223,624 Inventory advances 110,918 30,654 Others 18,987 10,555 Prepaid expenses, other current assets $ 297,609 $ 272,872 During the six months ended June 30, 2023, the Company wrote off a non-refundable deposit amounting to $ 12,000

INVENTORIES

INVENTORIES	6 Months Ended
	Jun. 30, 2024
Inventory Disclosure [Abstract]
INVENTORIES	4. INVENTORIES As at June 30, 2024, the Company had $ 4,621 38,857

INTANGIBLE ASSET

INTANGIBLE ASSET	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSET	5. INTANGIBLE ASSET Intangible asset represents $ 11,981,175 12,733,885 1,475,000 147,600 12,106,677 9.99 On January 3, 2023, Manna satisfied all of its contractual obligations when the patent was approved by the US Patent and Trademark Office and the title was transferred to the Company. During the year ended December 31, 2023, the Company issued 141,175 6,425 Based on the terms above and in conformity with US GAAP, the Company accounted for purchase as an asset acquisition. The asset was available for use on January 3, 2023. The asset has a useful life of 20 326,242 334,748 The estimated annual amortization expense for the next five years are as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE Period ending: Amount Remaining 2024 $ 323,816 2025 647,631 2026 647,631 2027 647,631 2028 647,631 2029 647,631 Thereafter 8,419,204 Total $ 11,981,175

INVESTMENT

INVESTMENT	6 Months Ended
	Jun. 30, 2024
Investments, All Other Investments [Abstract]
INVESTMENT	6. INVESTMENT On June 18, 2023, the Company signed a memorandum of understanding with Radical Clean Solutions Ltd. (“RCS”) to purchase common shares issued by RCS. The Company paid RCS $ 225,000 14 10 14 As at June 30, 2024, the carrying value of the investment in RCS was $ 216,263 223,801 8,737 1,199 ● A significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee ● A significant adverse change in the regulatory, economic, or technological environment of the investee ● A significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates ● A bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment ● Factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. None of the above qualitative factors demonstrating potential impairment were present.

ACCOUNTS PAYABLE AND ACCRUED LI

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2024 December 31, 2023 Accounts payable $ 409,147 $ 578,128 Accrued expenses 875,401 868,451 Others 431,726 495,432 Accounts payable and accrued liabilities $ 1,716,274 $ 1,942,011

DEBENTURES

DEBENTURES	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
DEBENTURES	8. DEBENTURES On June 30, 2022, the Company executed the definitive agreements (the “Purchase Agreements”) with arm’s length accredited institutional investors (the “Investors”) for $ 14,025,000 10 12,750,000 111.00 82,129 122.10 1,634,894 The Investors had the right to purchase additional tranches of $ 5,000,000 33,000,000 On January 17, 2023, the Investors purchased additional debentures totaling $ 5,076,923 10 4,615,385 62.00 53,226 62.00 December 31, 2025 62.00 325,962 On June 26, 2023, the Company entered into waiver and amendment agreements (“Debenture Modification Agreements”) with the Investors to modify terms of the Purchase Agreements. The Debenture Modification Agreements provide as follows: 1. The July 1, 2023 interest and principal payments will be settled with the Company’s Common Shares 2. The Conversion Price has been reduced to the lower of $ 22.50 3. 100 1 33 67 4. The minimum tranche value for Additional Closings has been reduced from $ 5.0 2.5 5. The Investors have each agreed to raise no objection to one or more private placements of securities by the Company with an aggregate purchase price of up to $ 1,000,000 12.50 two 25.00 6. The Company may not prepay any portion of the principal amount of this Debenture without the prior written consent of the Investor; However the Company must apply the approved or percentage of approved gross proceeds from the sale of its Common Stock from an at-the-market offering to prepay this Debenture (pro-rated among all Debentures) and shall be permitted to prepay the Debentures notwithstanding any contrary provision of this Debenture or the Purchase Agreement. On August 9, 2023, the Company entered into another waiver and amendment agreement (“Agreement”) with the Investors with respect to a certain Senior Convertible Debenture (the “Debentures”) due July 17, 2025 issued by the Company to that Investor. The Agreement provides as follows: 1. The Company wishes to make Monthly Redemptions in shares of the Company’s Common Stock in lieu of cash payments, until further written notice from the Company to the Purchaser. 2. The Purchaser is willing to accept such shares as payment of the Monthly Redemption Amount provided that the Equity Conditions are met; and will consider on a case-by-case basis accepting payments in shares of Common Stock if the Equity Conditions are not met, at its sole discretion. The Company may inquire of the Purchaser at least five ( 5 3. The Purchaser will accept the August 1, 2023 Monthly Redemption Amount in shares of Common Stock valued at the August 1 Repayment Price for such date. On October 18, 2023, the Investors purchased additional debentures totaling $ 2,750,000 10 2,500,000 2.62 620,230 2.62 April 18, 2027 2.62 31,915 On November 30, 2023, the Investors purchased additional debentures totaling $ 2,750,000 10 2,500,000 0.90 1,986,112 0.90 May 30, 2027 0.90 30,040 On February 21, 2024, the Investors purchased additional debentures totaling $ 1,100,000 10 1,000,000 0.214 3,341,122 0.2354 August 21, 2027 0.214 50,000 On April 11, 2024, the Investors purchased additional debentures totaling $ 550,000 10 500,000 0.163 2,193,253 0.18 October 11, 2027 0.163 31,309 On May 22, 2024, the Investors purchased additional debentures totaling $ 833,000 10 750,000 0.10 5,414,500 0.11 November 22, 2027 0.10 3,154 The First, Second, Third, Fourth, Fifth, Sixth and Seventh Tranche Debentures (the “Debentures”) have an interest rate of 5% for the first 12 months, 6% for the subsequent 12 months, and 8% per annum thereafter. Principal repayments will be made in 25 equal installments which began on September 1, 2022 for the First Tranche Debentures, July 1, 2023 for the Second Tranche Debentures, January 1, 2024 for the Third Tranche Debentures, May 1, 2024 for the Fourth Tranche Debentures, August 1, 2024 for the Fifth Tranche Debentures, October 1, 2024 for the Sixth Tranche Debentures and November 1, 2024 for the Seventh Tranche Debentures. The Debentures may be extended by nine months at the election of the Company by paying a sum equal to nine months’ interest on the principal amount outstanding at the end of the 18 th The following table summarizes our outstanding debentures as of the dates indicated: SCHEDULE OF OUTSTANDING DEBENTURES Maturity Cash Interest Rate June 30, 2024 December 31, 2023 Principal (First Tranche Debentures) 12/31/2024 5.00 8.00 % $ 25,000 $ 3,029,676 Principal (Second Tranche Debentures) 07/17/2025 5.00 8.00 % 25,000 2,940,461 Principal (Third Tranche Debentures) 04/18/2026 5.00 8.00 % - 2,750,000 Principal (Fourth Tranche Debentures) 06/01/2026 5.00 8.00 % 1,698,500 2,750,000 Principal (Fifth Tranche Debentures) 08/20/2026 5.00 8.00 % 1,100,000 - Principal (Sixth Tranche Debentures) 10/10/2026 5.00 8.00 % 300,000 - Debentures (gross) 10/10/2026 5.00 8.00 % 300,000 - Debt issuance costs and discounts (Note 8 & 11) (2,222,618 ) (7,385,494 ) Total Debentures (current) $ 925,882 $ 4,084,643 During the six months ended June 30, 2024, the Investors converted $ 4,534,462 1,442,400 200,024 37,532 1,392,482 433,605 2,203,081 3,980,278 802,282 1,741,950 During the six months ended June 30, 2024, the Investors converted $ 5,467,932 42,513,613 2,298,369

CONTRACT BALANCES

CONTRACT BALANCES	6 Months Ended
	Jun. 30, 2024
Revenue from Contract with Customer [Abstract]
CONTRACT BALANCES	9. CONTRACT BALANCES As at June 30, 2024 , nil 15,336

LONG TERM LOAN

LONG TERM LOAN	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
LONG TERM LOAN	10. LONG TERM LOAN During the year ended December 31, 2020, the Company entered into a loan agreement with Alterna Bank for a principal amount of $ 29,225 40,000 30,243 40,000 The Program, as set out by the Government of Canada, requires that the funds from this loan shall only be used by the Company to pay non-deferrable operating expenses including, without limitation, payroll, rent, utilities, insurance, property tax and regularly scheduled debt service, and may not be used to fund any payments or expenses such as prepayment/refinancing of existing indebtedness, payments of dividends, distributions and increases in management compensation. In April 2021, the Company applied for an additional loan with Alterna Bank under the Program and received $ 14,612 20,000 15,122 20,000 The loan was interest free for an initial term that ended on January 18, 2024. 5 January 19, 2024 to December 31, 2025. December 31, 2026 The balance as at June 30, 2024 was $ 43,837 60,000 45,365 60,000

DERIVATIVE LIABILITIES

DERIVATIVE LIABILITIES	6 Months Ended
	Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE LIABILITIES	11. DERIVATIVE LIABILITIES Warrant Liabilities As at June 30, 2024, the Warrant Liabilities represent aggregate fair value of publicly traded 61,765 2,721 20,000 82,129 53,226 620,230 1,986,112 3,341,122 2,193,253 5,414,500 The fair value of the IPO Warrants, Rep Warrants and Private Placement Warrants amounted to $ 31,940 11,308 0.088 0.47 nil nil 91 183 105 117 3.83 3.99 3.67 3.88 1 3 1.50 3 As at June 30, 2024 the First Tranche Warrants had a fair value that amounted to $ 4,000 24,000 0.088 0.47 nil nil 110.0 100.0 4.90 4.23 1.50 2 As at June 30, 2024 the Second Tranche Warrants had a fair value that amounted to $ 3,000 15,000 0.088 0.47 nil nil 105.0 105.0 4.71 4.12 2.05 2.55 As at June 30, 2024 the Third Tranche Warrants had a fair value that amounted to $ 32,000 192,000 0.088 0.47 nil nil 85.0 107.5 4.56 3.98 2.80 3.30 As at June 30, 2024 the Fourth Tranche Warrants had a fair value that amounted to $ 107,000 724,000 0.088 0.47 nil nil 85.0 107.5 4.54 3.97 2.92 3.42 As at June 30, 2024 the Fifth Tranche Warrants had a fair value that amounted to $ 191,000 564,000 0.088 0.21 nil nil 85.0 105.0 4.51 4.40 3.14 3.50 As at June 30, 2024 the Sixth Tranche Warrants had a fair value that amounted to $ 117,000 242,000 0.088 0.16 nil nil 85.0 95.0 4.49 4.73 3.28 3.50 As at June 30, 2024 the Seventh Tranche Warrants had a fair value that amounted to $ 297,000 369,000 0.088 0.10 nil nil 85.0 95.0 4.48 4.60 3.39 3.50 Debenture Convertible Feature As at June 30, 2024 the fair value of the First Tranche Debentures’ convertible feature amounted to $ 6,000 164,000 0.088 0.47 nil nil 110.0 100.0 5.33 5.03 20.25 17.50 0.50 1 As at June 30, 2024 the fair value of the Second Tranche Debentures’ convertible feature amounted to $ 5,000 429,000 0.088 0.47 nil nil 105.0 105.0 5.09 4.51 20.00 17.50 1.05 1.55 As at June 30, 2024 the fair value of the Fourth Tranche Debentures’ convertible feature amounted to $ 430,000 640,000 0.088 0.47 nil nil 85.0 107.5 4.71 4.12 19.75 17.25 1.92 2.42 As at June 30, 2024 the fair value of the Fifth Tranche Debentures’ convertible feature amounted to $ 327,000 359,000 0.088 0.21 nil nil 85.0 105.0 4.62 4.54 19.50 16.00 2.14 2.50 As at June 30, 2024 the fair value of the Sixth Tranche Debentures’ convertible feature amounted to $ 80,000 198,000 0.088 0.16 nil nil 85.0 95.0 4.62 4.85 19.50 19.00 2.28 2.50 On June 17, 2024, the Investors converted the full principal balance of the Seventh Tranche Debenture which resulted in an extinguishment of the existing debt and convertible feature. On May 22, 2024 the fair value of the Seventh Tranche Debentures’ convertible feature amounted to $ 297,000 0.10 nil 95.0 4.75 19.00 2.50 The IPO Warrants, Rep Warrants, and Private Placement Warrants (the “Equity Warrants”) are classified as Level 1 financial instruments, while the Debenture Warrants and Debenture Convertible Feature are classified as Level 3 financial instruments. Changes in the fair value of the Company’s financial instruments for the nine months ended June 30, 2024 and 2023 were as follows: SCHEDULE OF CHANGES IN FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS Level 1 Level 3 Level 3 IPO and Rep Warrants Debenture Warrants Debenture Convertible Feature Total Balance at January 1, 2024 $ 11,308 $ 955,000 $ 1,724,000 $ 2,690,308 Additions - 1,175,000 854,000 2,029,000 Conversions - - (2,297,316 ) (2,297,316 ) Change in fair value 21,195 (1,346,430 ) 632,309 (692,926 ) Effect of exchange rate changes (563 ) (32,570 ) (64,993 ) (98,126 ) Balance at June 30, 2024 $ 31,940 751,000 848,000 1,630,940 Level 1 Level 3 Level 3 Equity Warrants Debenture Warrants Debenture Convertible Feature Total Balance at January 1, 2023 $ 275,115 $ 2,917,000 $ 1,457,000 $ 4,649,115 Additions 45,120 2,378,000 1,599,000 4,022,120 Conversions - - (194,492 ) (194,492 ) Change in fair value (167,527 ) (4,579,136 ) (1,086,362 ) (5,833,025 ) Effect of exchange rate changes 8,903 (10,864 ) 29,854 27,893 Balance at June 30, 2023 $ 161,611 $ 705,000 $ 1,805,000 $ 2,671,611 Due to the expiry date of the warrants and conversion feature being greater than one year, the liabilities have been classified as non-current.

SHARE CAPITAL

SHARE CAPITAL	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
SHARE CAPITAL	12. SHARE CAPITAL On June 17, 2024 the Company’s Board of Directors authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $1 million of its outstanding common shares, for a period of six months, subject to contractual requirements. no On June 30, 2024, the Company owed $ 86,432 Obligation to issue shares Basic and diluted net loss per share represents the loss attributable to shareholders divided by the weighted average number of shares and prefunded warrants outstanding during the period on an as converted basis. Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares): SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE June 30, 2024 June 30, 2023 Warrants 13,825,979 270,762 Options 61,712 26,779 Convertible debentures 33,332,440 905,011 Total anti-dilutive weighted average shares 47,220,131 1,202,552

REVENUE

REVENUE	6 Months Ended
	Jun. 30, 2024
Revenue
REVENUE	13. REVENUE For the six months ended June 30, 2024, the Company sold hydroxyl generating devices. The Company’s revenue from the hydroxyl generating devices sales are as follows: SCHEDULE OF REVENUE June 30, 2024 June 30, 2023 QuadPro devices $ 41,315 $ - Total Revenue $ 41,315 $ -

LEASES

LEASES	6 Months Ended
	Jun. 30, 2024
Leases
LEASES	14. LEASES The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES Six months ended June 30, 2024 Six months ended June 30, 2023 Operating lease cost $ - $ 145,795 Short-term lease cost 58,576 3,479 Total lease expenses $ 58,576 $ 149,274 On March 31, 2024, the Company terminated its short-term office lease.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	15. COMMITMENTS AND CONTINGENCIES Debenture principal repayments The following table summarizes the future principal payments related to our outstanding debt as of June 30, 2024: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING DEBT Remaining 2024 $ 996,000 2025 1,800,500 2026 352,000 Long Term Debt $ 3,148,500 Contingencies Litigation On August 11, 2023, AgriFORCE’s former CEO, Ingo Wilhelm Mueller filed a Notice of Civil Claim in which he alleges that AgriFORCE wrongfully terminated his employment without notice, in breach of the parties’ underlying employment agreement. Mr. Mueller alleges to have suffered damages including, among other things, a loss of base salary of $ 473,367 468,313 As at December 31, 2023, the parties were in the discovery stage of litigation. AgriFORCE has produced relevant documents to Mr. Mueller, and is awaiting Mr. Mueller’s production of relevant documents. The parties are also in the process of scheduling examinations for discovery. Management is instructing counsel to advance the matter given the relative strength of AgriFORCE’s case. The likelihood of an unfavorable outcome is relatively low given the facts supporting AgriFORCE’s ‘for cause’ termination of Mr. Mueller as well as the significant expense that Mr. Mueller would have to incur to advance this matter to trial. On September 31, 2023, Stronghold filed a Complaint with the Superior Court of California for Breach of Contract; Breach of the Covenant of Good Faith and Fair Dealing; and Common Count: Goods and Services Rendered in relation to the purchase and sale agreement for the Coachella property. Stronghold alleges that AgriFORCE breached the PSA by failing to deposit certain stocks certificates into Escrow, failing to pay amounts owed for its costs incurred in connection with the Sellers Work, and for terminating the PSA despite Stronghold’s performance of the Sellers Work. Stronghold is claiming $ 451,684 230,000 On March 27, 2024, BV Peeters Advocaten-Avocats (“Peeters”) summoned the Company to appear on May 31, 2024 at the First Chamber of the Dutch-Speaking Division of the Business Court in Brussels. Peeters is seeking payment for € 467,249 On July 11, 2024, AgriFORCE’s former General Counsel filed a Notice of Civil Claim with the Supreme Court of British Columbia, in which he alleges that AgriFORCE wrongfully terminated his employment without notice, in breach of the parties’ underlying employment agreement. Former General Counsel alleges to have suffered damages including, among other things, a loss of base salary of $ 250,000 CAD per annum, damages from not receiving common stock of AgriFORCE equivalent in value to $ 62,500 CAD, and damages from not receiving entitlement to the Company’s short-term incentive bonus of $ 90,563 CAD and participation in the Company’s long-term incentive stock option program, and participation in the Company’s Group Benefits plan. The Company filed a response to the claim on August 2, 2024. AgriFORCE’s position is that General Counsel was terminated for ‘just cause’.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	16. SUBSEQUENT EVENTS The Company evaluated subsequent events through August 13, 2024, the date on which these interim financial statements were issued, to ensure that this filing includes appropriate disclosure of events both recognized in the interim financial statements as of and subsequent to June 30, 2024, but were not recognized in the interim financial statements. Except as disclosed below, there were no events that required recognition, adjustment or disclosure in the financial statements. From July 1, 2024 through August 13, 2024, the Company issued 7,500,000 750,000 From July 1, 2024 through August 13, 2024, the Company issued 509,442 As of July 16, 2024, 64,486 On July 1, 2024, the Board of Directors of the Company approved the following compensation for its Chairman, David Welch: David Welch, shall be compensated, effective July 1, 2024, in addition to the Board fees he is currently receiving, $ 45,000 50,000

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Start-ups Act of 2012, (the “JOBS Act”). Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 13(a) of the Securities Exchange Act of 1934, as amended, for complying with new or revised accounting standards applicable to public companies. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. In November 2023, FASB issued ASU 2023-07, “Segment Reporting (Topic 820): Improvements to Reportable Segment Disclosures.” ASU 2023-07 provides guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023. We are currently assessing the impact this guidance will have on our financial statements. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU 2023-09 requires companies to provide enhanced rate reconciliation disclosures, including disclosure of specific categories and additional information for reconciling items. The standard also requires companies to disaggregate income taxes paid by federal, state and foreign taxes. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. We are currently assessing the impact this guidance will have on our financial statements. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its financial condition, results of operations, cash flows or disclosures.
Inventories	Inventories Inventories consist of finished goods of milled flour and related packaging material recorded at the lower of cost or net realizable value with the cost measured using the average cost method. Inventories includes all costs that relate to bringing the inventory to its present condition and location under normal operating conditions.
Revenue Recognition	Revenue Recognition Product revenue was limited to sales from hydroxyl generators and will expand to include sales of our UN(THINK) Foods products in 2024. We recognize product revenue when we satisfy performance obligations by transferring control of the promised products or services to customers. Product revenue is recognized at a point in time when control of the promised good or service is transferred to the customer, which is at the point of shipment or delivery of the goods.
Convertible Instruments	Convertible Instruments The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which provides that if three criteria are met, the Company is required to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments. These three criteria include circumstances in which; (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract; (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur; and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. ASC 815 also provides an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.”. Accordingly, the Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. ASC 815 provides that, among other things, generally, if an event is not within the entity’s control or could require net cash settlement, then the contract shall be classified as an asset or a liability.
Foreign Currency Transactions	Foreign Currency Transactions The financial statements of the Company and its subsidiaries whose functional currencies are the local currencies are translated into USD for consolidation as follows: assets and liabilities at the exchange rate as of the balance sheet date, shareholders’ equity at the historical rates of exchange, and income and expense amounts at the average exchange rate for the period. Translation adjustments resulting from the translation of the subsidiaries’ accounts are included in “Accumulated other comprehensive income” as equity in the consolidated balance sheets. Transactions denominated in currencies other than the applicable functional currency are converted to the functional currency at the exchange rate on the transaction date. At period end, monetary assets and liabilities are remeasured to the reporting currency using exchange rates in effect at the balance sheet date. Non-monetary assets and liabilities are remeasured at historical exchange rates. Gains and losses resulting from foreign currency transactions are included within non-operating expenses.
Definite Lived Intangible Asset	Definite Lived Intangible Asset Definite lived intangible asset consists of a granted patent. Amortization is computed using the straight-line method over the estimated useful life of the asset. The estimated useful life of the granted patent is 20
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. In order to determine if assets have been impaired, assets are grouped and tested at the lowest level for which identifiable independent cash flows are available (“asset group”). An impairment loss is recognized when the sum of projected undiscounted cash flows is less than the carrying value of the asset group. The measurement of the impairment loss to be recognized is based on the difference between the fair value and the carrying value of the asset group. Fair value can be determined using a market approach, income approach or cost approach. The reversal of impairment losses is prohibited.
Loss per Share	Loss per Share The Company presents basic and diluted loss per share data for its common shares. Basic loss per common share is calculated by dividing the profit or loss attributable to common shareholders of the Company by the weighted average number of common shares outstanding during the year. The number of common shares used in the loss per shares calculation includes all outstanding common shares plus all common shares issuable for which there are no conditions to issue other than time. Diluted loss per common share is calculated by adjusting the weighted average number of common shares outstanding to assume conversion of all potentially dilutive share equivalents, such as stock options and warrants and assumes the receipt of proceeds upon exercise of the dilutive securities to determine the number of shares assumed to be purchased at the average market price during the year.
Fair Value Accounting	Fair Value Accounting The fair value of the Company’s accounts receivable, accounts payable and other current liabilities approximate their carrying amounts due to the relatively short maturities of these items. As part of the issuance of debentures on June 30, 2022, January 17, 2023, October 18, 2023, November 30, 2023, February 21, 2024, April 11, 2024 and May 22, 2024 as well as the private placement on June 20, 2023, the Company issued warrants having strike price denominated in USD. This creates an obligation to issue shares for a price that is not denominated in the Company’s functional currency and renders the warrants not indexed to the Company’s stock, and therefore, must be classified as a derivative liability and measured at fair value at the end of each reporting period. On the same basis, the Series A Warrants and the representative warrants issued as part of the IPO are also classified as a derivative liability and measured at fair value. The fair value of the Company’s warrants is determined in accordance with FASB ASC 820, “Fair Value Measurement,” which establishes a fair value hierarchy that prioritizes the assumptions (inputs) to valuation techniques used to price assets or liabilities that are measured at fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The guidance for fair value measurements requires that assets and liabilities measured at fair value be classified and disclosed in one of the following categories: ● Level 1: Defined as observable inputs, such as quoted (unadjusted) prices in active markets for identical assets or liabilities. ● Level 2: Defined as observable inputs other than quoted prices included in Level 1. This includes quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3: Defined as unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.
Reclassifications	Reclassifications The Company has reclassified certain share base payment expenses from Wages and salaries Share based compensation

PREPAID EXPENSES AND OTHER CU_2

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)	6 Months Ended
	Jun. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS	SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS June 30, 2024 December 31, 2023 Legal retainer 31,547 8,039 Prepaid expenses 136,157 223,624 Inventory advances 110,918 30,654 Others 18,987 10,555 Prepaid expenses, other current assets $ 297,609 $ 272,872

INTANGIBLE ASSET (Tables)

INTANGIBLE ASSET (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF FUTURE AMORTIZATION EXPENSE	The estimated annual amortization expense for the next five years are as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE Period ending: Amount Remaining 2024 $ 323,816 2025 647,631 2026 647,631 2027 647,631 2028 647,631 2029 647,631 Thereafter 8,419,204 Total $ 11,981,175

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES	SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES June 30, 2024 December 31, 2023 Accounts payable $ 409,147 $ 578,128 Accrued expenses 875,401 868,451 Others 431,726 495,432 Accounts payable and accrued liabilities $ 1,716,274 $ 1,942,011

DEBENTURES (Tables)

DEBENTURES (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF OUTSTANDING DEBENTURES	The following table summarizes our outstanding debentures as of the dates indicated: SCHEDULE OF OUTSTANDING DEBENTURES Maturity Cash Interest Rate June 30, 2024 December 31, 2023 Principal (First Tranche Debentures) 12/31/2024 5.00 8.00 % $ 25,000 $ 3,029,676 Principal (Second Tranche Debentures) 07/17/2025 5.00 8.00 % 25,000 2,940,461 Principal (Third Tranche Debentures) 04/18/2026 5.00 8.00 % - 2,750,000 Principal (Fourth Tranche Debentures) 06/01/2026 5.00 8.00 % 1,698,500 2,750,000 Principal (Fifth Tranche Debentures) 08/20/2026 5.00 8.00 % 1,100,000 - Principal (Sixth Tranche Debentures) 10/10/2026 5.00 8.00 % 300,000 - Debentures (gross) 10/10/2026 5.00 8.00 % 300,000 - Debt issuance costs and discounts (Note 8 & 11) (2,222,618 ) (7,385,494 ) Total Debentures (current) $ 925,882 $ 4,084,643

DERIVATIVE LIABILITIES (Tables)

DERIVATIVE LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
SCHEDULE OF CHANGES IN FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS	Changes in the fair value of the Company’s financial instruments for the nine months ended June 30, 2024 and 2023 were as follows: SCHEDULE OF CHANGES IN FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS Level 1 Level 3 Level 3 IPO and Rep Warrants Debenture Warrants Debenture Convertible Feature Total Balance at January 1, 2024 $ 11,308 $ 955,000 $ 1,724,000 $ 2,690,308 Additions - 1,175,000 854,000 2,029,000 Conversions - - (2,297,316 ) (2,297,316 ) Change in fair value 21,195 (1,346,430 ) 632,309 (692,926 ) Effect of exchange rate changes (563 ) (32,570 ) (64,993 ) (98,126 ) Balance at June 30, 2024 $ 31,940 751,000 848,000 1,630,940 Level 1 Level 3 Level 3 Equity Warrants Debenture Warrants Debenture Convertible Feature Total Balance at January 1, 2023 $ 275,115 $ 2,917,000 $ 1,457,000 $ 4,649,115 Additions 45,120 2,378,000 1,599,000 4,022,120 Conversions - - (194,492 ) (194,492 ) Change in fair value (167,527 ) (4,579,136 ) (1,086,362 ) (5,833,025 ) Effect of exchange rate changes 8,903 (10,864 ) 29,854 27,893 Balance at June 30, 2023 $ 161,611 $ 705,000 $ 1,805,000 $ 2,671,611

SHARE CAPITAL (Tables)

SHARE CAPITAL (Tables)	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE	Potentially dilutive securities that are not included in the calculation of diluted net loss per share because their effect is anti-dilutive are as follows (in common equivalent shares): SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE June 30, 2024 June 30, 2023 Warrants 13,825,979 270,762 Options 61,712 26,779 Convertible debentures 33,332,440 905,011 Total anti-dilutive weighted average shares 47,220,131 1,202,552

REVENUE (Tables)

REVENUE (Tables)	6 Months Ended
	Jun. 30, 2024
Revenue
SCHEDULE OF REVENUE	SCHEDULE OF REVENUE June 30, 2024 June 30, 2023 QuadPro devices $ 41,315 $ - Total Revenue $ 41,315 $ -

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2024
Leases
SCHEDULE OF LEASE EXPENSES	The components of lease expenses were as follows: SCHEDULE OF LEASE EXPENSES Six months ended June 30, 2024 Six months ended June 30, 2023 Operating lease cost $ - $ 145,795 Short-term lease cost 58,576 3,479 Total lease expenses $ 58,576 $ 149,274

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING DEBT	The following table summarizes the future principal payments related to our outstanding debt as of June 30, 2024: SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING DEBT Remaining 2024 $ 996,000 2025 1,800,500 2026 352,000 Long Term Debt $ 3,148,500

NATURE OF OPERATIONS AND BASI_2

NATURE OF OPERATIONS AND BASIS OF PREPARATION (Details Narrative) - USD ($)			2 Months Ended	3 Months Ended		6 Months Ended
	Oct. 22, 2024	Oct. 09, 2024	Jul. 24, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Subsequent Event [Line Items]
Net loss				$ (4,232,099)	$ (2,526,972)	$ (7,559,799)	$ (4,247,025)
Net cash used in operating activities						(2,228,537)	$ (4,339,996)
Working captial deficit				$ 600,000		$ 600,000
Closing bid price			$ 0.10
Subsequent Event [Member]
Subsequent Event [Line Items]
Closing bid price	$ 1	$ 1

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives	20 years
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated useful lives	20 years

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Legal retainer	$ 31,547	$ 8,039
Prepaid expenses	136,157	223,624
Inventory advances	110,918	30,654
Others	18,987	10,555
Prepaid expenses, other current assets	$ 297,609	$ 272,872

PREPAID EXPENSES AND OTHER CU_3

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Write-off of deposit				$ 12,000

INVENTORIES (Details Narrative)

INVENTORIES (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Finished goods	$ 4,621	$ 38,857

SCHEDULE OF FUTURE AMORTIZATION

SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details)	Jun. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remaining 2024	$ 323,816
2025	647,631
2026	647,631
2027	647,631
2028	647,631
2029	647,631
Thereafter	8,419,204
Total	$ 11,981,175

INTANGIBLE ASSET (Details Narra

INTANGIBLE ASSET (Details Narrative)	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) shares
Finite-Lived Intangible Assets [Line Items]
Intangible asset		$ 11,981,175		$ 12,733,885
Cash		$ 2,937,496		$ 3,878,578
Number of shares issued | shares				141,175
New issuance, value	$ 299,599		$ 299,599
Unconverted prefunded warrants outstanding | shares		6,425		6,425
Useful life		20 years
Prefunded Warrants [Member]
Finite-Lived Intangible Assets [Line Items]
Cash		$ 1,475,000
Number of shares issued | shares		147,600
New issuance, value		$ 12,106,677
Foreign currency exchange rate		9.99
Manna Nutritional Group LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense		$ 326,242	$ 334,748
Asset Purchase Agreement [Member] | Manna Nutritional Group LLC [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible asset		$ 11,981,175		$ 12,733,885

INVESTMENT (Details Narrative)

INVESTMENT (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 18, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Oct. 01, 2023
Investments		$ 216,263		$ 216,263		$ 223,801
Adjusted for foreign exchange differences		32,121	$ 33,409	86,752	$ 26,789
Radical Clean Solutions Ltd [Member]
Ownership investment, percentage	14%						14%
Radical Clean Solutions Ltd [Member] | Minimum [Member]
Ownership investment, percentage	10%
Radical Clean Solutions Ltd [Member]
Payment to purchase equity	$ 225,000
Investments		$ 216,263		216,263		223,801
Adjusted for foreign exchange differences				$ 8,737		$ 1,199

SCHEDULE OF ACCOUNTS PAYABLE AN

SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accounts payable	$ 409,147	$ 578,128
Accrued expenses	875,401	868,451
Others	431,726	495,432
Accounts payable and accrued liabilities	$ 1,716,274	$ 1,942,011

SCHEDULE OF OUTSTANDING DEBENTU

SCHEDULE OF OUTSTANDING DEBENTURES (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Debt issuance costs and discounts (Note 8 & 11)	$ (2,222,618)	$ (7,385,494)
Total Debentures (current)	925,882	4,084,643
Share-Based Payment Arrangement, Tranche One [Member]
Debt Instrument [Line Items]
Debentures (gross)	$ 25,000	3,029,676
Maturity Date	Dec. 31, 2024
Share-Based Payment Arrangement, Tranche One [Member] | Minimum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	5%
Share-Based Payment Arrangement, Tranche One [Member] | Maximum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	8%
Share-Based Payment Arrangement, Tranche Two [Member]
Debt Instrument [Line Items]
Debentures (gross)	$ 25,000	2,940,461
Maturity Date	07/17/2025
Share-Based Payment Arrangement, Tranche Two [Member] | Minimum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	5%
Share-Based Payment Arrangement, Tranche Two [Member] | Maximum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	8%
Share-Based Payment Arrangement, Tranche Three [Member]
Debt Instrument [Line Items]
Debentures (gross)		2,750,000
Maturity Date	04/18/2026
Share-Based Payment Arrangement, Tranche Three [Member] | Minimum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	5%
Share-Based Payment Arrangement, Tranche Three [Member] | Maximum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	8%
Share Based Compensation Award Tranche Four [Member]
Debt Instrument [Line Items]
Debentures (gross)	$ 1,698,500	2,750,000
Maturity Date	06/01/2026
Share Based Compensation Award Tranche Four [Member] | Minimum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	5%
Share Based Compensation Award Tranche Four [Member] | Maximum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	8%
Share Based Compensation Award Tranche Five [Member]
Debt Instrument [Line Items]
Debentures (gross)	$ 1,100,000
Maturity Date	08/20/2026
Share Based Compensation Award Tranche Five [Member] | Minimum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	5%
Share Based Compensation Award Tranche Five [Member] | Maximum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	8%
Share Based Compensation Award Tranche Six [Member]
Debt Instrument [Line Items]
Debentures (gross)	$ 300,000
Maturity Date	10/10/2026
Share Based Compensation Award Tranche Six [Member] | Minimum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	5%
Share Based Compensation Award Tranche Six [Member] | Maximum [Member]
Debt Instrument [Line Items]
Cash Interest Rate	8%

DEBENTURES (Details Narrative)

DEBENTURES (Details Narrative)										3 Months Ended		6 Months Ended
	May 22, 2024 USD ($) $ / shares shares	Apr. 11, 2024 USD ($) $ / shares shares	Feb. 21, 2024 USD ($) $ / shares shares	Nov. 30, 2023 USD ($) $ / shares shares	Oct. 18, 2023 USD ($) $ / shares shares	Aug. 09, 2023 Integer	Jun. 26, 2023 USD ($) $ / shares	Jan. 17, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) shares	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Short-Term Debt [Line Items]
Debentures transaction costs incurred										$ 925,882		$ 925,882		$ 4,084,643
Aggregate purchase price											$ 299,599		$ 299,599
Purchaser trading days | Integer						5
Debt instrument, interest rate terms												The First, Second, Third, Fourth, Fifth, Sixth and Seventh Tranche Debentures (the “Debentures”) have an interest rate of 5% for the first 12 months, 6% for the subsequent 12 months, and 8% per annum thereafter. Principal repayments will be made in 25 equal installments which began on September 1, 2022 for the First Tranche Debentures, July 1, 2023 for the Second Tranche Debentures, January 1, 2024 for the Third Tranche Debentures, May 1, 2024 for the Fourth Tranche Debentures, August 1, 2024 for the Fifth Tranche Debentures, October 1, 2024 for the Sixth Tranche Debentures and November 1, 2024 for the Seventh Tranche Debentures. The Debentures may be extended by nine months at the election of the Company by paying a sum equal to nine months’ interest on the principal amount outstanding at the end of the 18th month, at the rate of 8% per annum.
Loss on debt extinguishment										(1,887,936)		$ (2,298,369)
Accretion in interest										$ 838,876	$ 2,107,808	2,203,081	3,980,278
Repayments of convertible debt												$ 802,282	1,741,950
Private Placement [Member]
Short-Term Debt [Line Items]
Investors received warrants | shares										20,000		20,000
Investor [Member]
Short-Term Debt [Line Items]
Warrant strike price | $ / shares	$ 0.10	$ 0.163	$ 0.214	$ 0.90	$ 2.62			$ 62
Debt instrument converted shares												$ 200,024	37,532
Loss on debt extinguishment												1,392,482	433,605
Investor [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Short-Term Debt [Line Items]
Debt instrument converted value												4,534,462	$ 1,442,400
Investor [Member] | Share Based Compensation Award First and Second Tranche [Member]
Short-Term Debt [Line Items]
Debt instrument converted value												5,467,932
Loss on debt extinguishment												$ 2,298,369
Debt instrument converted shares | shares												42,513,613
Definitive Agreement [Member] | Investor [Member]
Short-Term Debt [Line Items]
Debt principal amount									$ 14,025,000
Original issue discount percentage	10%	10%	10%	10%	10%			10%	10%
Gross proceeds of debt	$ 750,000	$ 500,000	$ 1,000,000	$ 2,500,000	$ 2,500,000			$ 4,615,385	$ 12,750,000
Convertible into common shares per share | $ / shares	$ 0.10	$ 0.163	$ 0.214	$ 0.90	$ 2.62			$ 62	$ 111
Investors received warrants | shares	5,414,500	2,193,253	3,341,122	1,986,112	620,230			53,226	82,129
Warrant strike price | $ / shares	$ 0.11	$ 0.18	$ 0.2354	$ 0.90	$ 2.62			$ 62	$ 122.10
Debentures transaction costs incurred									$ 1,634,894
Purchase of additional tranches	$ 833,000	$ 550,000	$ 1,100,000	$ 2,750,000	$ 2,750,000			$ 5,076,923	5,000,000
Warrants expire date	Nov. 22, 2027	Oct. 11, 2027	Aug. 21, 2027	May 30, 2027	Apr. 18, 2027			Dec. 31, 2025
Definitive Agreement [Member] | Investor [Member] | Additional Tranches [Member]
Short-Term Debt [Line Items]
Debt principal amount									$ 33,000,000
Securities Purchase Agreement [Member] | Accredited Investors [Member]
Short-Term Debt [Line Items]
Transaction costs	$ 3,154	$ 31,309	$ 50,000	$ 30,040	$ 31,915			$ 325,962
Debenture Modification Agreements [Member]
Short-Term Debt [Line Items]
Threshold percentage							100%
Debenture Modification Agreements [Member] | Private Placement [Member]
Short-Term Debt [Line Items]
Warrant strike price | $ / shares							$ 25
Aggregate purchase price							$ 1,000,000
Purchase price | $ / shares							$ 12.50
Warrants term							2 years
Debenture Modification Agreements [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Gross proceeds of debt							$ 1,000,000
Purchase of additional tranches							5,000,000
Debenture Modification Agreements [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Purchase of additional tranches							$ 2,500,000
Debenture Modification Agreements [Member] | Investor [Member]
Short-Term Debt [Line Items]
Convertible into common shares per share | $ / shares							$ 22.50
Threshold percentage							67%
Debenture Modification Agreements [Member] | Company [Member]
Short-Term Debt [Line Items]
Threshold percentage							33%

CONTRACT BALANCES (Details Narr

CONTRACT BALANCES (Details Narrative) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Contract liability		$ 15,336

LONG TERM LOAN (Details Narrati

LONG TERM LOAN (Details Narrative)	1 Months Ended		6 Months Ended	12 Months Ended
	Apr. 30, 2021 USD ($)	Apr. 30, 2021 CAD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2023 CAD ($)	Jun. 30, 2024 CAD ($)	Dec. 31, 2023 CAD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2020 CAD ($)
Debt, interest rate description			The First, Second, Third, Fourth, Fifth, Sixth and Seventh Tranche Debentures (the “Debentures”) have an interest rate of 5% for the first 12 months, 6% for the subsequent 12 months, and 8% per annum thereafter. Principal repayments will be made in 25 equal installments which began on September 1, 2022 for the First Tranche Debentures, July 1, 2023 for the Second Tranche Debentures, January 1, 2024 for the Third Tranche Debentures, May 1, 2024 for the Fourth Tranche Debentures, August 1, 2024 for the Fifth Tranche Debentures, October 1, 2024 for the Sixth Tranche Debentures and November 1, 2024 for the Seventh Tranche Debentures. The Debentures may be extended by nine months at the election of the Company by paying a sum equal to nine months’ interest on the principal amount outstanding at the end of the 18th month, at the rate of 8% per annum.
Long term loans payable			$ 43,837	$ 45,365
Alterna Bank [Member] | Loan Agreement [Member]
Debt principal amount				30,243			$ 40,000	$ 29,225	$ 40,000
Proceeds from loan	$ 14,612	$ 20,000		15,122	$ 20,000
Debt, interest rate description			The loan was interest free for an initial term that ended on January 18, 2024.
Debt instrument, interest rate			5%			5%
Long term loan, interest payable period			January 19, 2024 to December 31, 2025.
Long term loan, maturity date			Dec. 31, 2026
Long term loans payable			$ 43,837	$ 45,365		$ 60,000	$ 60,000

SCHEDULE OF CHANGES IN FAIR VAL

SCHEDULE OF CHANGES IN FAIR VALUE OF COMPANY'S LEVEL 3 FINANCIAL INSTRUMENTS (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2023	$ 2,690,308	$ 4,649,115
Additions	2,029,000	4,022,120
Conversions	(2,297,316)	(194,492)
Change in fair value	(692,926)	(5,833,025)
Effect of exchange rate changes	(98,126)	27,893
Balance at June 30, 2023	1,630,940	2,671,611
IPO And Rep Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2023	11,308	275,115
Additions		45,120
Conversions
Change in fair value	21,195	(167,527)
Effect of exchange rate changes	(563)	8,903
Balance at June 30, 2023	31,940	161,611
Debenture Warrants [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2023	955,000	2,917,000
Additions	1,175,000	2,378,000
Conversions
Change in fair value	(1,346,430)	(4,579,136)
Effect of exchange rate changes	(32,570)	(10,864)
Balance at June 30, 2023	751,000	705,000
Debenture Convertible Feature [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance at January 1, 2023	1,724,000	1,457,000
Additions	854,000	1,599,000
Conversions	(2,297,316)	(194,492)
Change in fair value	632,309	(1,086,362)
Effect of exchange rate changes	(64,993)	29,854
Balance at June 30, 2023	$ 848,000	$ 1,805,000

DERIVATIVE LIABILITIES (Details

DERIVATIVE LIABILITIES (Details Narrative)				6 Months Ended	12 Months Ended
	May 22, 2024 USD ($) $ / shares	Apr. 11, 2024 USD ($) $ / shares	Feb. 21, 2024 USD ($) $ / shares	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares
First Tranche Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of tranche warrants | $				$ 4,000	$ 24,000
Second Tranche Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of tranche warrants | $				3,000	15,000
Third Tranche Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of tranche warrants | $				32,000	192,000
Fourth Tranche Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of tranche warrants | $				107,000	$ 724,000
Fifth Tranche Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of tranche warrants | $			$ 564,000	191,000
Sixth Tranche Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of tranche warrants | $		$ 242,000		117,000
Seventh Tranche Warrants [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of tranche warrants | $	$ 369,000			$ 297,000
First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares				$ 0.088	$ 0.47
First Tranche Debenture Convertible [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of debentures | $				$ 6,000	$ 164,000
Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares				$ 0.088	$ 0.47
Second Tranche Debenture Convertible [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of debentures | $				$ 5,000	$ 429,000
Fourth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares				$ 0.088	$ 0.47
Fourth Tranche Debenture Convertible [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of debentures | $				$ 430,000	$ 640,000
Fifth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares			$ 0.21	$ 0.088
Fifth Tranche Debenture Convertible [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of debentures | $			$ 359,000	$ 327,000
Sixth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares		$ 0.16		$ 0.088
Sixth Tranche Debenture Convertible [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of debentures | $		$ 198,000		$ 80,000
Seventh Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares	$ 0.10
Seventh Tranche Debenture Convertible [Member] | Fair Value, Inputs, Level 3 [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Fair value of debentures | $	$ 297,000
Measurement Input, Expected Dividend Rate [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input
Measurement Input, Expected Dividend Rate [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input
Measurement Input, Expected Dividend Rate [Member] | Fourth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input
Measurement Input, Expected Dividend Rate [Member] | Fifth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input
Measurement Input, Expected Dividend Rate [Member] | Sixth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input
Measurement Input, Expected Dividend Rate [Member] | Seventh Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input
Measurement Input, Price Volatility [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input				110	100
Measurement Input, Price Volatility [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input				105	105
Measurement Input, Price Volatility [Member] | Fourth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input				85	107.5
Measurement Input, Price Volatility [Member] | Fifth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input			105	85
Measurement Input, Price Volatility [Member] | Sixth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input		95		85
Measurement Input, Price Volatility [Member] | Seventh Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input	95
Measurement Input, Risk Free Interest Rate [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input				5.33	5.03
Measurement Input, Risk Free Interest Rate [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input				5.09	4.51
Measurement Input, Risk Free Interest Rate [Member] | Fourth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input				4.71	4.12
Measurement Input, Risk Free Interest Rate [Member] | Fifth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input			4.54	4.62
Measurement Input, Risk Free Interest Rate [Member] | Sixth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input		4.85		4.62
Measurement Input, Risk Free Interest Rate [Member] | Seventh Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input	4.75
Measurement Input, Expected Term [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term				6 months	1 year
Measurement Input, Expected Term [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term				1 year 18 days	1 year 6 months 18 days
Measurement Input, Expected Term [Member] | Fourth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term				1 year 11 months 1 day	2 years 5 months 1 day
Measurement Input, Expected Term [Member] | Fifth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term			2 years 6 months	2 years 1 month 20 days
Measurement Input, Expected Term [Member] | Sixth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term		2 years 6 months		2 years 3 months 10 days
Measurement Input, Expected Term [Member] | Seventh Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term	2 years 6 months
Measurement Input, Discount Rate [Member] | First Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input				20.25	17.50
Measurement Input, Discount Rate [Member] | Second Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input				20	17.50
Measurement Input, Discount Rate [Member] | Fourth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input				19.75	17.25
Measurement Input, Discount Rate [Member] | Fifth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input			16	19.50
Measurement Input, Discount Rate [Member] | Sixth Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input		19		19.50
Measurement Input, Discount Rate [Member] | Seventh Tranche Debenture Convertible [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Derivative measurement input	19
Private Placement [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of warrant or right number of securities called by warrants or rights | shares				20,000
Fair value of tranche warrants | $				$ 31,940	$ 11,308
Private Placement [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares				$ 0.088	$ 0.47
Private Placement [Member] | Measurement Input, Expected Dividend Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input
Private Placement [Member] | Measurement Input, Price Volatility [Member] | Minimum [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				91	105
Private Placement [Member] | Measurement Input, Price Volatility [Member] | Maximum [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				183	117
Private Placement [Member] | Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				3.83	3.67
Private Placement [Member] | Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				3.99	3.88
Private Placement [Member] | Measurement Input, Expected Term [Member] | Minimum [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term				1 year	1 year 6 months
Private Placement [Member] | Measurement Input, Expected Term [Member] | Maximum [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term				3 years	3 years
Series A Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of warrant or right number of securities called by warrants or rights | shares				61,765
Warrant [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of warrant or right number of securities called by warrants or rights | shares				2,721
First Tranche Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of warrant or right number of securities called by warrants or rights | shares				82,129
First Tranche Warrants [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares				$ 0.088	$ 0.47
First Tranche Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input
First Tranche Warrants [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				110	100
First Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				4.90	4.23
First Tranche Warrants [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term				1 year 6 months	2 years
Second Tranche Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of warrant or right number of securities called by warrants or rights | shares				53,226
Second Tranche Warrants [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares				$ 0.088	$ 0.47
Second Tranche Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input
Second Tranche Warrants [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				105	105
Second Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				4.71	4.12
Second Tranche Warrants [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term				2 years 18 days	2 years 6 months 18 days
Third Tranche Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of warrant or right number of securities called by warrants or rights | shares				620,230
Third Tranche Warrants [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares				$ 0.088	$ 0.47
Third Tranche Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input
Third Tranche Warrants [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				85	107.5
Third Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				4.56	3.98
Third Tranche Warrants [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term				2 years 9 months 18 days	3 years 3 months 18 days
Fourth Tranche Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of warrant or right number of securities called by warrants or rights | shares				1,986,112
Fourth Tranche Warrants [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares				$ 0.088	$ 0.47
Fourth Tranche Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input
Fourth Tranche Warrants [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				85	107.5
Fourth Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input				4.54	3.97
Fourth Tranche Warrants [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term				2 years 11 months 1 day	3 years 5 months 1 day
Fifth Tranche Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of warrant or right number of securities called by warrants or rights | shares				3,341,122
Fifth Tranche Warrants [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares			$ 0.21	$ 0.088
Fifth Tranche Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input
Fifth Tranche Warrants [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input			105	85
Fifth Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input			4.40	4.51
Fifth Tranche Warrants [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term			3 years 6 months	3 years 1 month 20 days
Sixth Tranche Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of warrant or right number of securities called by warrants or rights | shares				2,193,253
Sixth Tranche Warrants [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares		$ 0.16		$ 0.088
Sixth Tranche Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input
Sixth Tranche Warrants [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input		95		85
Sixth Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input		4.73		4.49
Sixth Tranche Warrants [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term		3 years 6 months		3 years 3 months 10 days
Seventh Tranche Warrants [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Class of warrant or right number of securities called by warrants or rights | shares				5,414,500
Seventh Tranche Warrants [Member] | Measurement Input, Share Price [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrant stock price | $ / shares	$ 0.10			$ 0.088
Seventh Tranche Warrants [Member] | Measurement Input, Expected Dividend Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input
Seventh Tranche Warrants [Member] | Measurement Input, Price Volatility [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input	95			85
Seventh Tranche Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Warrants measurement input	4.60			4.48
Seventh Tranche Warrants [Member] | Measurement Input, Expected Term [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Expected warrant term	3 years 6 months			3 years 4 months 20 days

SCHEDULE OF ANTI-DILUTIVE SECUR

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	47,220,131	1,202,552
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	13,825,979	270,762
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	61,712	26,779
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive weighted average shares	33,332,440	905,011

SHARE CAPITAL (Details Narrativ

SHARE CAPITAL (Details Narrative) - USD ($)		6 Months Ended
	Jun. 17, 2024	Jun. 30, 2024	Jun. 30, 2023
Share Repurchase Program [Line Items]
Share repurchase program description	Company’s Board of Directors authorized a share repurchase program (the “Repurchase Program”) under which the Company may repurchase up to $1 million of its outstanding common shares, for a period of six months, subject to contractual requirements.
Stock based compensation		$ 11,868	$ 283,299
Officer [Member]
Share Repurchase Program [Line Items]
Stock based compensation		$ 86,432
Repurchase Program [Member]
Share Repurchase Program [Line Items]
Repurchase of common stock, shares		0

SCHEDULE OF REVENUE (Details)

SCHEDULE OF REVENUE (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Total Revenue	$ 41,315
Quad Pro Devices [Member]
Total Revenue	$ 41,315

SCHEDULE OF LEASE EXPENSES (Det

SCHEDULE OF LEASE EXPENSES (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Leases
Operating lease cost		$ 145,795
Short-term lease cost	58,576	3,479
Total lease expenses	$ 58,576	$ 149,274

SUMMARY OF FUTURE PRINCIPAL PAY

SUMMARY OF FUTURE PRINCIPAL PAYMENTS OUTSTANDING DEBT (Details)	Jun. 30, 2024 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Remaining 2024	$ 996,000
2025	1,800,500
2026	352,000
Long Term Debt	$ 3,148,500

COMMITMENTS AND CONTINGENCIES_2

COMMITMENTS AND CONTINGENCIES (Details Narrative)	Jul. 11, 2024 USD ($)	Jul. 11, 2024 CAD ($)	Mar. 27, 2024 EUR (€)	Sep. 30, 2023 USD ($)	Aug. 11, 2023 CAD ($)
Other Commitments [Line Items]
Loss contingency damages sought value			€ 467,249	$ 451,684
Expenses claimed				$ 230,000
Base Salary [Member] | Subsequent Event [Member]
Other Commitments [Line Items]
Litigation Settlement, Loss		$ 250,000
Short Term Incentive Bonus [Member] | Subsequent Event [Member]
Other Commitments [Line Items]
Litigation Settlement, Loss	$ 90,563
Common Stock [Member] | Subsequent Event [Member]
Other Commitments [Line Items]
Litigation Settlement, Loss		$ 62,500
Mr.Ingo Wilhelm Mueller [Member]
Other Commitments [Line Items]
Loss contingency damages sought value					$ 473,367
Mr.Ingo Wilhelm Mueller [Member] | Common Stock [Member]
Other Commitments [Line Items]
Loss contingency damages sought value					$ 468,313

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($)		1 Months Ended
	Jul. 01, 2024	Aug. 13, 2024	Jul. 16, 2024
Subsequent Event [Line Items]
Conversion of convertible debt, shares		7,500,000
Principal and interest value		$ 750,000
Shares issued as compensation		509,442
David Welch [Member]
Subsequent Event [Line Items]
Board fees	$ 45,000
Restricted stock units valued	$ 50,000
IPO [Member]
Subsequent Event [Line Items]
Warrants issued			64,486